The Insane Story Behind Orson Welles’ Final Film: Porn, Dwarfs, and the Shah of Iran

VENICE, Italy—There’s a moment in They’ll Love Me When I’m Dead, a new documentary about the making of Orson Welles’ final film, The Other Side of the Wind, that perfectly encapsulates its madness.

Welles and his crew are in the midst of shooting a party sequence at a mansion in the mountains of Carefree, Arizona, directly adjacent to the one Antonioni blew to smithereens in Zabriskie Point (more on that later). The bash is populated by a mixture of real-life filmmakers playing exaggerated versions of themselves, including Dennis Hopper, Claude Chabrol, and Paul Mazursky, and dozens of waxwork dummies. All of a sudden, Welles yells, “Everybody, look up! Midgets on the roof!” The cast and crew crane their necks only to discover that there is no such thing. When one of them asks Welles what the heck is going on, he says matter-of-factly, “We’re going to put the midgets in later, in Spain.”

Directed by Morgan Neville (Won’t You Be My Neighbor?), narrated by Alan Cumming, and making its debut at the 75th Venice Film Festival, They’ll Love Me When I’m Dead explores the chaos-ridden production of Welles’ cinema swan song, a film that was, in his words, “about a miserable prick.” That “miserable prick,” it turns out, was Welles, a wunderkind haunted by his father’s suicide, the stature of Citizen Kane, and his exile from Hollywood.

The story begins on July 4, 1970, in a bungalow at The Beverly Hills Hotel—the same one where, many years later, a reality-television star by the name of Donald Trump allegedly would clumsily seduce porn actress Stormy Daniels. Gary Graver, a young cinematographer, had gotten word that Welles was staying there and decided to give him a ring. Much to Graver’s surprise, Welles picked up and told him to come over immediately. When Graver arrived, the round auteur told him he was just the second man to ever call him up asking to collaborate—and the first was Gregg Toland, the DP of Citizen Kane. Welles took it as a sign and hired Graver to shoot an ambitious new project: The Other Side of the Wind.

By this point in his career, Welles had been living in exile in Europe for over two decades. “I think he was personally traumatized by Touch of Evil,” one friend attests, commenting on the 1958 noir that was butchered by Universal and released as a B-movie. Welles himself argued it was his firing from 1942’s The Magnificent Ambersons during the editing process that did the trick. “I never recovered from that attack,” he said. “They destroyed Ambersons, and destroyed me.” Whatever the cause, Welles had fallen out of favor with Hollywood, and vice versa. And he’d looked on at the changing culture of Hollywood from afar, as the studio system collapsed and young, renegade filmmakers filled the void, influenced by European arthouse cinema and, of course, Orson Welles.

One of those hotshot directors was Peter Bogdanovich, who’d managed to form a close friendship with Welles despite the latter’s jealousy over his Hollywood embrace. After a few casting missteps, Welles called on Bogdanovich to play Brooks Otterlake, a filmmaking protégé to his central character, Jake Hannaford (John Huston, a good pal of Welles’), in The Other Side of the Wind. Hannaford is a “macho” director whom Welles modeled after Ernest Hemingway and who was once famous but had lost his place in America. It was, in a sense, a bookend to Citizen Kane, chronicling the tragic fall of a titan. 

Unlike his tightly controlled Kane, however, The Other Side of Wind saw Welles adopt an improvisational approach. “The greatest things in movies are divine accidents,” he famously said, and it was his mission to stumble upon as many of these as humanly possible. There was no finished script—Welles wrote it as he filmed—but the general premise was that it consisted of two competing storylines: Hannaford’s star-studded 70th birthday celebration, captured by a documentary film crew, and his final film, a delirious, highly sexualized send-up of ’60s Euro fare (see: Antonioni). It is Hannaford’s hope that this last, desperate stab at relevance will take and he’ll be welcomed back into Hollywood with open arms.

If any of this sounds familiar, it should. Although Welles would observe of Wind, “Everyone will think it’s autobiographical, but it’s not,” his cast, crew and closest friends respond to that with a resounding “bullshit.” This was really about Welles—a fascinating journey through his hopes, fears, and desires. Why else would he cast his sultry mistress, Oja Kodar, as the star of his film-within-a-film? Or cast a local waitress (talk about petty) who bore a striking resemblance to Bogdanovich’s then-girlfriend, Cybill Shepher,d as Otterlake’s 19-year-old squeeze? Or have Hannaford be tormented by his father’s suicide?

Things truly got weird when filming commenced on Aug. 30, 1970. Welles operated with a crew of six people, including his DP Graver and production manager Frank Marshall, who’d later go on to produce Raiders of the Lost Ark, Back to the Future, and The Bourne Identity. After several months of filming, with Welles resorting to sneaking onto studio backlots under assumed names, production was halted due to Welles’ IRS problems. He ultimately secured funding from three sources: himself, Spanish producer Andres Vicente Gomez, and the Iranian-French production company Les Films de l’Astrophore, co-founded by French producer Dominique Antoine and Mehdi Bushehri, brother-in-law of the shah of Iran. Filming picked back up in 1973, and by early 1974, Welles finally cast Huston as Hannaford—over three years into filming—and Susan Strasberg as Juliette Rich, a brutal film critic and parody of Pauline Kael.

Following four months of filming the party scenes at the Carefree mansion—you know, the ones with the phantom “midgets,” dummies, and real-life filmmakers—Welles ran out of money again and accused Gomez of embezzling $250,000 of the film’s budget (allegations he denied). The money was replenished by a combination of Welles, Bogdanovich, and Les Films de l’Astrophore. Welles would film a steamy seven-minute car sex scene featuring Kodar off and on over the next three years—what one friend of his describes as “the cinematic equivalent of an orgasm”—and finish the party scenes, as well as edit the picture, at Bogdanovich’s Beverly Hills home. “He’d get very angry if there were no Fudgsicles,” recalls Cybill Shepherd.

During the intermittent breaks, and needing to earn money, Graver was forced to shoot B-movies—as well as more than 100 adult films under the pseudonym Akdov Telmig, or vodka gimlet spelled backward. One of these pornos, 3 A.M., was even guest-edited by Welles as a favor to Graver for treating him “like a slave” on Wind. At a 1975 American Film Institute ceremony honoring Welles with the Lifetime Achievement Award, he previewed a clip of The Other Side of the Wind and all but begged the industry bigwigs in attendance for money—but none came.

In 1979, with principal production completed and 40 percent of the film edited, the Iranian Revolution put the film in serious jeopardy. Since it was partially funded with money from the brother-in-law of the deposed shah, it was considered an asset of the previous regime, and the original film negative was impounded, kept hidden in a vault in Paris. When Welles passed away in 1985, The Other Side of the Wind was still tied up in a legal battle between two of his main beneficiaries: his daughter Beatrice Welles and Kodar, with the former accused of blocking efforts to complete the movie. Thanks to some legal maneuvering, and the tireless efforts of Bogdanovich and Marshall, the film was finally completed and will be released Nov. 2 on Netflix.

“I hate every goodbye,” Welles remarks in Neville’s film. “And every time those lights go out, it’s a little death and a little goodbye.”